No one has ever mentioned to me MSCD chapter 13 (Numbers and Formulas) or asked me any questions about it, so evidently the subject isn’t high on anyone’s list of concerns. But I have a soft spot for that chapter anyway—it discusses the fiendishly subtle forms of ambiguity that can arise in expressing formulas in prose and mathematical equations, and … Read More
[Updated 7 February 2021] A standard way of giving notice under a contract is by overnight delivery by FedEx or one of its competitors. To articulate this notion, many drafters use the word courier, with varying degrees of specificity. For example, the phrase nationally recognized overnight courier occurs in 204 contracts filed on Edgar last month as Exhibit 10 material contracts. … Read More
Reader Jason recently posted the following comment to my April 2007 post on including without limitation: I just ran across an instance of including with limitation XXX. I couldn’t determine if with limitation meant: only; that XXX is included, but with limitations on what parts of XXX are included; or things that are limited, and XXX is one example of … Read More
[Updated January 5, 2011] Now that my summer is officially over … I suspect that many drafters think that an indemnification section should appear in contracts as a matter of course, much like a governing-law provision. But before you include an indemnification section, consider the pros and cons. Indemnification Can Benefit a Party Bringing a Claim Bring In Deep Pockets. … Read More
[Revised Aug. 21 to reflect comments by Mark, Paul, and Pete] I interrupt my August recess to consult you all on how I should define “Government Body”. Here’s what I’ve come up with : “Government Body” means (1) the government of any country or of any political subdivision of any country, (2) any instrumentality of any such government, (3) any … Read More
I’m looking forward to August. I’ll be spending time in Cap Ferret, on France’s west coast; in Geneva, Switzerland; and in Saratoga Springs, in upstate New York. I’ll enjoy showing my daughter a bit of Europe (including Geneva, the city where she was born) and having her get reacquainted with family members she sees too infrequently. She’s already insisting that one … Read More
Publication of Chris Anderson’s book Free: The Future of a Radical Price has prompted a lot of online discussion about the extent to which a thriving business can be built on giving stuff away for free. At My Shingle, Carolyn Elefant has offered some thoughts on “Biglaw Free and the Solo.” Here’s the part that grabbed my attention: Lawyers need to … Read More
If you’ve watched my webcasts and are contemplating attending one of my live seminars, you might want to read the following: The seminars cover the same topics as the webcasts—that’s why the seminars and webcasts will, by 2010, share the same title, “Drafting Clearer Contracts.” Furthermore, currently the seminars and webcasts use the same materials, as it would have taken … Read More
I’ve recently been emphasizing, in print and in speaking engagements, that for any organization that wants to gain control of the drafting process, a necessary first step is to adopt a house style for contract drafting. (I know of three law firms that are currently working on adopting a house style.) What should such a house style look like, and how should … Read More
Today I noticed that someone said on Twitter that they were “drafting up a screenplay contract for legal revisions” (emphasis added). That sent me to Google, where the search [“drafting up” contract] resulted in 4,090 hits . The search [“draft up” contract] resulted in 12,900 hits, but they included a greater proportion of irrelevant results, such as “You screwed this draft up.” But … Read More
